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                                                                   Exhibit 10.46

                       VALLEY NATIONAL GASES INCORPORATED

                        INCENTIVE STOCK OPTION AGREEMENT
                                      UNDER
                       1997 STOCK OPTION PLAN, AS AMENDED

      This Incentive Stock Option Agreement, effective as of __________________
(the "Agreement"), under the Valley National Gases Incorporated (the "Company")
1997 Stock Option Plan, as amended (the "Plan") is entered into by and between
the Company and ________________________ (hereinafter referred to as
"Optionee").

      WHEREAS, the Board of Directors of the Company has adopted and approved
the Plan pursuant to which options for shares of the Common Stock, $.001 par
value per share, of the Company (the "Common Stock") may be granted to key
employees, officers and directors of the Company and its subsidiaries; and

      WHEREAS, Optionee is now an officer or other key employee of the Company
or a subsidiary of the Company; and

      WHEREAS, the Company desires to grant to Optionee the option to purchase
certain shares of its Common Stock under the terms of the Plan.

      NOW, THEREFORE, in consideration of the mutual agreements set forth below
and referenced herein, the parties agree as follows:

            1. Grant Subject to Plan. This option is granted under and is
expressly subject to, all the terms and provisions of the Plan, which terms are
incorporated herein by reference. The Committee referred to in Paragraph 4 of
the Plan ("Committee") has been appointed by the Board of Directors of the
Company, and designated by it, as the Committee to make grants of options.

            2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on January 27, 2003 the Company grants to Optionee,
effective as of the date hereof ("Date of Grant"), the option to purchase all or
any part of _______ SHARES of Common Stock, for a period of ten years from the
Date of Grant, at the purchase price of $______ PER SHARE; provided, however,
that the right to exercise such option shall be, and is hereby, restricted so
that no shares may be purchased until the end of the third year from the Date of
Grant, so that upon the expiration of the third year from the Date of Grant and
thereafter during the term hereof, Optionee will have become entitled to
purchase the entire number of shares to which this option relates.
Notwithstanding the foregoing, in the event of a Change of Control (as
hereinafter defined) Optionee may purchase 100% of the total number of shares to
which this option relates so long as such Change of Control occurs at least six
months after the Date of Grant. In no event may this option or any part thereof
be exercised after the expiration of ten years from the Date of Grant. The
purchase price of the shares subject to the option may be paid for (i) in cash,
(ii) in the discretion of the Committee, by tender of shares of Common Stock
already owned by Optionee, or (iii) in the discretion of the Committee, by a
combination of methods of payment specified in clauses (i) and (ii), all in
accordance with Paragraphs 6 and 8 of the Plan. No shares of Common Stock may be
tendered in exercise of this option if such shares were acquired by Optionee
through the exercise of an Incentive Stock Option, unless (i) such shares have
been held by Optionee for at least one year, and (ii) at least two years have
elapsed since such Incentive Stock Option was granted.

            For the purposes of this Agreement, a Change of Control means:

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                  a. The purchase or other acquisition (other than from the
            Company) by any person, entity or group of persons, within the
            meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act") (excluding, for this purpose,
            the Company or its subsidiaries, or any employee benefit plan of the
            Company or its subsidiaries, or Gary E. West or any entities
            controlled by him), of beneficial ownership (within the meaning of
            Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
            either the then-outstanding shares of common stock of the Company or
            the combined voting power of the Company's then-outstanding voting
            securities entitled to vote generally in the election of directors;
            or

                  b. Individuals who, as of the date hereof, constitute the
            Board of Directors of the Company (the "Board" and, as of the date
            hereof, the "Incumbent Board") cease for any reason to constitute at
            least a majority of the Board, provided that any person who becomes
            a director subsequent to the date hereof whose election, or
            nomination for election by the Company's shareholders, was approved
            by a vote of at least a majority of the directors then comprising
            the Incumbent Board (other than an individual whose initial
            assumption of office is in connection with an actual or threatened
            election contest relating to the election of directors of the
            Company, as such terms are used in Rule 14a-11 of Regulation 14A
            promulgated under the Exchange Act) shall be, for purposes of this
            section, considered as though such person were a member of the
            Incumbent Board; or

                  c. Approval by the stockholders of the Company of a
            reorganization, merger or consolidation, in each case with respect
            to which persons who were the stockholders of the Company
            immediately prior to such reorganization, merger or consolidation do
            not, immediately thereafter, own more than 50% of, respectively, the
            common stock and the combined voting power entitled to vote
            generally in the election of directors of the reorganized, merged or
            consolidated corporation's then outstanding voting securities, or of
            a liquidation or dissolution of the Company or of the sale of all or
            substantially all of the assets of the Company.

            3. Anti-Dilution Provisions. In the event that, during the term of
this Agreement, there is any change in the number of shares of outstanding
Common Stock of the Company by reason of stock dividends, recapitalizations,
mergers, consolidations, split-ups, combinations or exchanges of shares and the
like, the number of shares covered by this option agreement and the price
thereof shall be adjusted, to the same proportionate number of shares and price
as in this original agreement.

            4. Investment Purpose. Optionee represents that, in the event of the
exercise by him of the option hereby granted, or any part thereof, he intends to
purchase the shares acquired on such exercise for investment and not with a view
to resale or other distribution; except that the Company, at its election, may
waive or release this condition in the event the shares acquired on exercise of
the option are registered under the Securities Act of 1933, or upon the
happening of any other contingency which the Company shall determine warrants
the waiver or release of this condition. Optionee agrees that the certificates
evidencing the shares acquired by him on exercise of all or any part of this
option, may bear a restrictive legend, if appropriate, indicating that the
shares have not been registered under said Act and are subject to restrictions
on the transfer thereof, which legend may be in the following form (or such
other form as the Company shall determine to be proper), to-wit:

            "The shares represented by this certificate have not been registered
            under the Securities Act of 1933, but have been issued or
            transferred to the registered owner pursuant to the exemption
            afforded by Section 4(2) of said Act. No transfer or assignment of
            these shares by the registered owner shall be valid or effective,
            and the issuer of these shares shall not be required to give any
            effect to any transfer or attempted transfer of these shares,
            including without limitation, a transfer by operation of law, unless
            (a) the issuer shall have received an opinion of its counsel that
            the shares may be transferred without requirement of registration
            under said Act, or (b) there shall have been delivered to the issuer
            a

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            'no-action' letter from the staff of the Securities and Exchange
            Commission, or (c) the shares are registered under said Act."

            5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by him.

            6. Termination of Employment. In the event of the termination of
employment of Optionee other than by death, disability or retirement, the option
granted may be exercised at the times and to the extent provided in Section 9 of
the Plan.

            7. Death, Disability or Retirement of Optionee. In the event of the
death, disability or retirement of Optionee during the term of this Agreement
and while Optionee is employed by the Company (or a subsidiary), the option
granted may be exercised at the times and to the extent provided in Section 9 of
the Plan

            8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.

            9. Committee Administration. This option has been granted pursuant
to a determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board or the Board, subject to the
express terms of this option, shall have plenary authority to interpret any
provision of this option and to make any determinations necessary or advisable
for the administration of this option and the exercise of the rights herein
granted, and may waive or amend any provisions hereof in any manner not
adversely affecting the rights granted to Optionee by the express terms hereof.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                   VALLEY NATIONAL GASES INCORPORATED

                                   By: _________________________________________
                                       James P. Hart
                                       President

                                   OPTIONEE
                                   _____________________________________________
                                   Name: